Item 8.01 Other Events
As previously disclosed on November 14, 2022, December 12,
2022, January 11, 2023, January 19, 2023, and then February 16, 2023, Parabellum Acquisition Corp. (“Parabellum”)
filed and subsequently revised an investor presentation in connection with its announcement of the proposed business combination (“Business
Combination”) pursuant to the Business Combination Agreement, dated as of November 13, 2022,
among Parabellum, EnOcean GmbH (“EnOcean”), EnOcean Holdings, B.V. (“Holdco”), and Artemis Merger Sub, Inc.,
a wholly-owned subsidiary of Parabellum (the “Business Combination Agreement”).
Filed as Exhibit 99.1 hereto is a revised version of the investor
presentation that Parabellum and EnOcean have prepared for use in connection with the Business Combination Agreement. This revised investor
presentation amends and restates the investor presentation, filed as Exhibit 99.1 to the Form 8-K filed by Parabellum on February 16,
2023, to reflect the effect of the proposed PIPE financing terms of the business combination.
Additional Information
and Where to Find It
In connection with the proposed Business Combination,
Holdco intends to file with the SEC a registration statement on Form F-4 (“F-4 Registration Statement”), which will include
a preliminary proxy statement to be distributed to holders of Parabellum’s common stock in connection with Parabellum’s solicitation
of proxies for the vote by Parabellum’s stockholders with respect to the Business Combination and other matters as described in
the F-4 Registration Statement and a prospectus relating to the offer of the securities to be issued to Parabellum’s stockholders
in connection with the Business Combination. After the F-4 Registration Statement has been filed and declared effective, Parabellum will
mail a definitive proxy statement/prospectus, when available, to its stockholders. Investors and security holders and other interested
parties are urged to read the proxy statement/prospectus, any amendments thereto and any other documents filed with the SEC carefully
and in their entirety when they become available because they will contain important information about Parabellum, EnOcean and the Business
Combination.
Stockholders of Parabellum may also obtain
a copy of the preliminary or definitive proxy statement/prospectus, once available, as well as other documents filed with the SEC, without
charge, at the SEC’s website located at www.sec.gov or by directing a request to Parabellum Acquisition Corp., 3811 Turtle Creek
Blvd., Suite 2125, Dallas, Texas, or by telephone at (972) 591-8349.
Participants in the
Solicitation
EnOcean and Parabellum and their respective
directors and executive officers and other persons may be deemed to be participants in the solicitations of proxies from Parabellum’s
stockholders in respect of the proposed Business Combination and related transactions. Information regarding Parabellum’s directors
and executive officers is available in its final prospectus filed with the SEC under Rule 424(b)(4) on September 29, 2021
and the Annual Report on Form 10-K filed with the SEC on April 15, 2022. Additional information regarding the participants in
the proxy solicitation and a description of their direct and indirect interests will be contained in the preliminary and definitive proxy
statements/prospectus related to the proposed business combinations and related transactions when it becomes available, and which can
be obtained free of charge from the sources indicated above.
Forward-Looking Statements:
This Current Report contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended, including statements regarding the proposed business combination and other transactions described herein and
the expected timing of completion thereof, Parabellum, and Parabellum’s management team’s expectations, hopes, beliefs, intentions,
plans, prospects or strategies thereto and the future business plans of EnOcean and Parabellum. Any statements contained herein that are
not statements of historical fact may be deemed to be forward-looking statements. In addition, any statements that refer to projections,
forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.
The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,”
“intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,”
“project,” “should,” “would” and similar expressions may identify forward-looking statements, but
the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements contained in this Current
Report are based on Parabellum’s current expectations and beliefs of the management of Parabellum and/or EnOcean in light of their
respective experience and their perception of historical trends, current conditions and expected future developments and their potential
effects on EnOcean and Parabellum as well as other factors they believe are appropriate in the circumstances. There can be no assurance
that future developments affecting EnOcean or Parabellum will be those that we have anticipated. These forward-looking statements involve
a number of risks, uncertainties (some of which are beyond the control of the parties) or other assumptions that may cause actual results
or performance to be materially different from those expressed or implied by these forward-looking statements, including, but not limited
to, changes in domestic and foreign business, market, financial, political, and legal conditions; the inability of the parties to successfully
or timely consummate the proposed transaction, including the risk that any regulatory approvals or the SEC’s declaration of the
effectiveness of the F-4 Registration Statement are not obtained, are delayed or are subject to unanticipated conditions that could adversely
affect the combined company or the expected benefits of the proposed transaction or that the approval of the requisite equity holders
of Parabellum is not obtained; the ability of Holdco to meet listing standards of the NYSE or any other national stock exchange; failure
to realize the anticipated benefits of the proposed transaction; risks relating to the uncertainty of the projected financial information
with respect to EnOcean; risks related to the rollout of EnOcean’s business and the timing of expected business milestones; the
effects of competition on EnOcean’s business; the amount of redemption requests made by Parabellum’s stockholders; the ability
of Parabellum or EnOcean to issue equity or equity-linked securities or obtain debt financing in connection with the proposed transaction
or in the future; whether EnOcean will have sufficient capital upon the approval of the transactions to operate as anticipated. Should
one or more of these risks or uncertainties materialize, or should any of Parabellum’s assumptions prove incorrect, actual results
may vary in material respects from those projected in these forward-looking statements. Additional factors that could cause actual results
to differ are discussed under the heading “Risk Factors” and in other sections of Parabellum’s filings with the SEC,
and in Parabellum’s current and periodic reports filed or furnished from time to time with the SEC. All forward-looking statements
in this Current Report are made as of the date hereof, based on information available to Parabellum and/or EnOcean as of the date hereof,
and Parabellum and/or EnOcean assumes no obligation to update any forward-looking statement, whether as a result of new information, future
events or otherwise, except as may be required under applicable securities laws.
No Offer or Solicitation
This Current Report shall not constitute a
solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. This Current
Report shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of
securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction.
